Goodrich Petroleum Corp (GDPCW)

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AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT

..." On the Effective Date, the Company entered into a registration rights agreement (the “Franklin Registration Rights Agreement”) with Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts (“Franklin”), pursuant to which the Company agreed to file with the SEC within 60 days after the Effective Date a registration statement for a shelf registration for the offer and resale of all common stock and warrants held by Franklin, on a delayed or continuous basis.

On the Effective Date, the Company also entered into a registration rights agreement (the “Warrant Registration Rights Agreement”), pursuant to which the Company agreed to file with the SEC within 120 days following the Effective Date, a shelf registration statement for the offer and resale of the common stock and warrants held by certain holders that duly request inclusion in such registration statement within 45 days of the Effective Date. The holders have customary demand, underwritten offering and piggyback registration rights, subject to the limitations set forth in the Warrant Registration Rights Agreement. Under their underwritten offering registration rights, the holders may request to sell all or any portion of their warrants, including the shares of common stock issuable upon exercise of the warrants, in an underwritten offering that is registered, subject to certain restrictions. The Warrant Registration Rights Agreement contains other customary terms and conditions, including, without limitation, provisions with respect to blackout periods and indemnification.

The consolidated financial statements and related notes incorporated by reference herein do not give effect to the Plan, including the impact of the adoption of fresh-start accounting, which was adopted upon our emergence from bankruptcy. Such adjustments will be reflected beginning October 12, 2016 in our consolidated financial statements that will be included in our Annual Report on Form 10-K for the year ending December 31, 2016"...

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